Find out how to qualify your LLC to conduct business in Alaska.
If you own a company that was founded in a state other than Alaska, you must qualify or register it in Alaska in order to conduct business there. The requirements for qualifying your international (non-Alaska) limited liability corporation (LLC) to conduct business in Alaska are summarized below.
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What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Alaska. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Colorado, for example, an LLC founded in Arizona is a foreign LLC.
Conducting Business in Alaska
If you are “doing business” in Alaska, you must register your foreign company with the state, according to Alaska’s LLC Act.
(Other states use the phrases “conducting business” or “transacting business.”) What exactly does this mean? As with other states, Alaska’s LLC Act does not define “doing affairs” with connection to overseas registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Like other states, Alaska’s LLC Act stipulates certain actions do not qualify as doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit having a bank account in the state selling through independent contractors soliciting orders that require acceptance outside the state before they become binding contracts creating or acquiring indebtedness, mortgages, or security interests in real or personal property securing or collecting debts conducting an isolated transaction that is completed within thirty days
Check Section 10.50.720 of the Alaska Statutes for a complete legal explanation of each of the listed things. If your LLC’s only operation in Alaska is one or more of the activities mentioned above, you should not be required to register with the state.
Registration Certificate
You must submit a Certificate of Registration with the Corporations Section of the Alaska Division of Corporations, Company, and Professional Licensing to register your business in Alaska. The Corporations Section website has a copy of the registration form available for download.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state.
More precisely, for an Alaska registration application, you must provide:
the name of your LLC as it was registered in the state where it was formed (the name must conform with Alaska’s LLC naming laws and must not be in use by another Alaska registered corporation)
If required, a certification confirming your LLC is in good standing in the state where it was formed, as well as an assumed name that your LLC will use in Alaska (necessary if the original name is in use by another Alaska registered business)
the state in which your LLC was established (its home state)
the date your LLC was created the lifespan of your LLC (which may be perpetual)
a purpose statement for your LLC (which may be “any legal”) and a 6-digit NAICS number for the organization the name, street address, and postal address of your LLC’s registered agent in Alaska
the major office location and postal address of your LLC
an indication of whether your LLC is member-managed or manager-managed; the names and postal addresses of each member who owns at least 5% of the LLC; and, if manager-managed, each manager and an authorized signature.
Include the contact information page (which is part of the printable registration form) with your file. You have the option of filing by mail or online. The cost for filing is $350.
What Happens If You Do Not Sign Up?
If your LLC does business in Alaska without permission, it cannot sue in any of the state’s courts. Furthermore, the LLC is accountable for expenses that should have been paid if the LLC had been properly registered, as well as civil fines of up to $10,000 per year. However, not being registered does not render your LLC’s obligations null and void or prohibit it from defending a lawsuit in Alaska. Furthermore, a member of the LLC is not accountable for the debts and liabilities of the LLC only because the firm conducted business in Alaska without being registered.
Forming a Foreign Corporation
The regulations and standards for international qualifying in Alaska are identical whether your company is structured as a corporation rather than an LLC. However, you will need to utilize a separate application form. For paperwork, information, and filing procedures for registering a foreign company in Alaska, see the Corporations Section website.